Common use of Make-Whole Payments Clause in Contracts

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if any payment or benefit to which the Executive is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's termination of employment (a "Payment") is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "Excise Tax"), the Company shall pay to the Executive an additional amount (the "Make Whole-Amount") which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. All calculations under this paragraph 7 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. If the Executive gives written notice to the Company of any objection to the results of the Company's calculations within 60 days of the Executive's receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("Tax Counsel"). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 7, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7. Provided that the Executive is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if If any payment or benefit to which the Executive (or any person on account of the Executive) is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's ’s termination of employment engagement (a "“Payment"”) constitutes a “parachute payment” within the meaning of section 280G of the Code, and as a result thereof the Executive is subject to any a tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law successor thereto, (an "“Excise Tax"”), the Company shall pay to the Executive an additional amount (the "Make Whole“Make-Whole Amount"”) which is intended to make the Executive whole for such Excise Tax. The Make-Whole Amount shall be equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause clauses (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (a) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. (b) All calculations under this paragraph 7 Section 5 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his the Executive’s tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall shall, at the Executive’s option, pay the Executive’s advisor directly or reimburse the Executive for reasonable fees and expenses incurred for any such verification. Any payment or reimbursement shall be made within 10 days of submission of the service provider’s invoice to the Company, and in the case of reimbursement, evidence of payment. Executive shall be submit a copy of the service provider’s invoice for such services to the Company within 60 days of its receipt by the Executive. c. (c) If the Executive gives written notice to the Company of any objection to the results of the Company's ’s calculations within 60 days of the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to independent tax counsel selected by the independent auditors of Company and reasonably acceptable to the Company Executive ("“Tax Counsel"”). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 Section 5 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly within 10 days after such determination. d. (d) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "“Tax Authority"”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (e) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 7Section 5, the Executive agrees to contest the claim, claim with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Section 5 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; providedPROVIDED, howeverHOWEVER, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Section 5 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; providedPROVIDED, howeverHOWEVER, that the Executive may take any such action if the Executive waives in writing his the Executive’s right to a payment under this paragraph 7 Section 5 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7Section 5. Provided that the Executive is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' ’ fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (f) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Whole Amount to the Executive in a manner consistent with this paragraph 7 Section 5 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if If any payment or benefit to which the Executive is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's ’s termination of employment (a "“Payment"”) is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "“Code"”), or any similar federal or state law (an "“Excise Tax"”), the Company shall pay to the Executive an additional amount (the "“Make Whole-Amount"”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which that are imposed in connection connections with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Notwithstanding any other provisions of this Agreement, however, such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 ten (10) percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In ; and in such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 10 below, at the Executive's ’s election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. All calculations under this paragraph 7 9 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. If the Executive gives written notice to the Company of any objection to the results of the Company's ’s calculations within 60 sixty (60) days of the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("“Tax Counsel"”). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it the Company in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 9 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined compounded dailydetermined under section 1274(d) of the Code) promptly after such determination. d. The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "“Tax Authority"”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 79, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, on request of the Company Company, subject to the following conditions: (i1) The Executive shall notify the Company of any such claim within 10 ten (10) days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 thirty (30) days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the thirty (30-) day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 9 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii2) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 9 determined as if such advance were an Excise Tax. If directed by the Company in writing writing, the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his or her right to a payment under this paragraph 7 9 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 79. Provided that the Executive is in compliance with the provisions of this sectionparagraph, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' ’ fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive Executive, within 30 ten (10) days after each written request therefore therefor by the Executive Executive, cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Whole Amount to the Executive in a manner consistent with this paragraph 7 9 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 thirty (30) days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if any payment or benefit to which the Executive is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's termination of employment (a "Payment") is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "Excise Tax"), the Company shall pay to the Executive an additional amount (the "Make WholeMake-Whole Amount") which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make WholeMake-Whole Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. All calculations under this paragraph 7 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. If the Executive gives written notice to the Company of any objection to the results of the Company's calculations within 60 days of the Executive's receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("Tax Counsel"). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 7, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7. Provided that the Executive is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if If any payment or benefit to which the Executive (or any person on account of the Executive) is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's ’s termination of employment (a "“Payment"”) constitutes a “parachute payment” within the meaning of section 280G of the Code, and as a result thereof the Executive is subject to any a tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law successor thereto, (an "“Excise Tax"”), the Company shall pay to the Executive an additional amount (the "Make Whole“Make-Whole Amount"”) which is intended to make the Executive whole for such Excise Tax. The Make-Whole Amount shall be equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause clauses (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (a) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. (b) All calculations under this paragraph 7 Section 5 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his the Executive’s tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (c) If the Executive gives written notice to the Company of any objection to the results of the Company's ’s calculations within 60 days of the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to independent tax counsel selected by the independent auditors of Company and reasonably acceptable to the Company Executive ("“Tax Counsel"”). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 Section 5 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (d) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "“Tax Authority"”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (e) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 7Section 5, the Executive agrees to contest the claim, claim with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Section 5 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; providedPROVIDED, howeverHOWEVER, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Section 5 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; providedPROVIDED, howeverHOWEVER, that the Executive may take any such action if the Executive waives in writing his the Executive’s right to a payment under this paragraph 7 Section 5 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7Section 5. Provided that the Executive is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' ’ fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (f) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Whole Amount to the Executive in a manner consistent with this paragraph 7 Section 5 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment. (g) Notwithstanding the foregoing, the payment of any Make-Whole Amount to an Executive shall be made no later than the end of the calendar year following the calendar year in which the Excise Tax is paid.”

Make-Whole Payments. The following shall apply with respect to amounts to or on behalf of the Executive: (a) Subject to the last three sentences following provisions of this paragraph 7, if any payment or benefit to which the Executive is entitledentitled from the Trust, whether under this Agreement any affiliate, or otherwise, in connection with a Change in Control trusts established by the Trust or the Executive's termination of employment by any affiliate (a "“Payment"”) is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "“Excise Tax"”), the Company Trust shall pay to the Executive an additional amount (the "“Make Whole-Amount"”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (b) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with Trust within 90 days following the Payment with respect to which such Excise Tax relatesrelates but in no event later than the end of the calendar year next following the calendar year in which the applicable tax is remitted to the Tax Authority (as defined in subparagraph 7(e)). b. (c) All calculations under this paragraph 7 shall be made initially by the Company Trust and the Company Trust shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company Trust shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a7(b) above and the Company Trust shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (d) If the Executive gives written notice to the Company Trust of any objection to the results of the Company's Trust’s calculations within 60 days of after the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company Trust ("“Tax Counsel"”). The Company Trust shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company Trust shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company Trust shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 subparagraph 7(d) (together with interest thereon at a rate equal to 120% of the Federal short-term applicable Federal term rate determined under section 1274(d) of the Code) promptly within 10 days after such determinationdetermination but in no event later than the end of the calendar year next following the calendar year in which the applicable related tax is remitted to the Tax Authority. d. (e) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "“Tax Authority"”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (f) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company Trust to make a payment under this paragraph 7, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, claim on request of the Company Trust subject to the following conditions: (i) The Executive shall notify the Company Trust of any such claim within 10 days of becoming aware thereof. In the event that the Company Trust desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company Trust to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company Trust so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the CompanyTrust; provided, however, that any request by the Company Trust for the Executive to pay the tax shall be accompanied by an advance from the Company Trust to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax. If directed by the Company Trust in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the CompanyTrust; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company Trust in contesting the claim and to comply with any reasonable request from the Company Trust concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the CompanyTrust, the Executive shall take appropriate appeals of any judgment or decision that would require the Company Trust to make a payment under this paragraph 7. Provided that the Executive is in compliance with the provisions of this sectionclause (ii), the Company Trust shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' ’ fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (iii) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company Trust shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company Trust or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company Trust within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment. (g) Notwithstanding the foregoing provisions of this paragraph 7: (i) If (I) any Payments otherwise due to or on behalf of the Executive (determined without regard to subparagraph 7(a)) are subject to an Excise Tax, and (II) a reduction in such Payments otherwise subject to the Excise Tax to an amount that is not less than 90% of the Value of the Payments otherwise subject to the Excise Tax would result in no Excise Tax being imposed with respect to any Payments, then: (A) the Payments to which the Executive is or will become entitled under this Agreement or otherwise from the Trust shall be reduced to the extent required to avoid incurring the Excise Tax; and (B) no payments shall be made to the Executive under subparagraph 7(a). The “Value” of the Payments described in clause (II) above shall be determined by the Trust in good faith as of the date on which the applicable change in control is deemed to occur for purposes of section 280G of the Code. (ii) If reductions are required in the Executive’s Payments in accordance with clause (i) above, the reduction shall first be made by reducing payments or benefits that are not subject to section 409A of the Code (as elected by the Executive) and, if further reduction is necessary, from non-cash payments or benefits (as determined by the Company) and finally from cash payments. Upon request of the Executive, the Trust shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in clause (i) above and the Trust shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. (iii) If the Executive gives written notice to the Trust of any objection to the results of the Trust’s calculations under this subparagraph 7(g) within 60 days of the Executive’s receipt of written notice thereof, the dispute shall be referred for determination to Tax Counsel. The Trust shall pay all fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the determination by the Trust shall be binding on all parties. If the Tax Counsel determines that this subparagraph 7(g), and the reductions described in this subparagraph 7(g), are inapplicable, the Trust shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the short-term applicable federal rate determined under section 1274(d) of the Code) within 10 days after such determination, but in no event later than the date which is 2-/12 months following the calendar year in which the Change in Control occurs.

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if If any payment or benefit to which the Executive (or any person on account of the Executive) is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's ’s termination of employment (a "“Payment"”) is subject to any tax under constitutes a “parachute payment” within the meaning of section 4999 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”), and as a result thereof the Executive is subject to a tax under section 4999 of the Code, or any similar federal or state law successor thereto, (an "“Excise Tax"”), the Company shall pay to the Executive an additional amount (the "Make Whole“Make-Whole Amount"”) which is intended to make the Executive whole for such Excise Tax. The Make-Whole Amount shall be equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause clauses (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (a) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. (b) All calculations under this paragraph 7 Section 5 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his the Executive’s tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (c) If the Executive gives written notice to the Company of any objection to the results of the Company's ’s calculations within 60 days of the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to independent tax counsel selected by the independent auditors of Company and reasonably acceptable to the Company Executive ("“Tax Counsel"”). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 Section 5 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (d) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "“Tax Authority"”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (e) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 7Section 5, the Executive agrees to contest the claim, claim with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Section 5 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; providedPROVIDED, howeverHOWEVER, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Section 5 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; providedPROVIDED, howeverHOWEVER, that the Executive may take any such action if the Executive waives in writing his the Executive’s right to a payment under this paragraph 7 Section 5 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7Section 5. Provided that the Executive is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' ’ fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (f) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Whole Amount to the Executive in a manner consistent with this paragraph 7 Section 5 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject If (a) on or before December 29, 2006, the Executive has made a good faith effort to exercise the number (as directed by Park in writing on or before November 1, 2006) of nonqualified stock options held by him to purchase shares of Vision Bancshares, which have an aggregate difference or “spread” between the exercise price and the then fair market value of the underlying shares of up to $1,100,000; and (b) the payments provided to the last three sentences Executive pursuant to Section 3(d) of this paragraph 7Agreement, if any payment when combined with payments and benefits under all other plans and programs maintained by the Banks or benefit to which the Executive is entitled, Vision Bancshares whether under this Agreement or otherwiseotherwise and combined with any other payment or benefit provided to Executive as a result of the Merger (the “Payments”), in connection with a Change in Control or the Executive's termination of employment (a "Payment") is are subject to any tax under section Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "“Excise Tax"”), then the Company Employer shall pay to the Executive an additional amount (the "“Make Whole-Whole Amount") which is ”). The Make Whole Amount shall be equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such The time and manner of calculating any Make Whole-Amount Whole Amount, as well as, the procedure for making any tax payments or the treatment of any inquiries by taxing authorities will not be paid to determined by mutual agreement of the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Taxparties. In the event that the Payment is greater than Executive fails to satisfy the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 belowrequirements of clause (a) of this Section 19, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. All calculations under this paragraph 7 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request election of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. If the Executive gives written notice to the Company of any objection to the results of the Company's calculations within 60 days of the Executive's receipt of written notice thereof, the dispute shall either all Payments will be referred for determination to tax counsel selected by the independent auditors of the Company ("Tax Counsel"). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 7, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (iprovisions of Section 6(b) The Executive shall notify the Company of any such claim within 10 days this Agreement instead of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7. Provided that the Executive is in compliance with the provisions of this sectionSection 19, the Company shall or all Payments will be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide made to the Executive within 30 days after each written request therefore by and he will be responsible for the Executive cash advances or reimbursement for payment of all taxes on such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. Should a Tax Authority finally determine that an additional Excise Tax is owedPayments, then the Company shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If including any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repaymentTax.

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if If any payment or benefit to which the Executive (or any person on account of the Executive) is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's termination of employment (a "Payment") is subject to any tax under constitutes a "parachute payment" within the meaning of section 4999 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and as a result thereof the Executive is subject to a tax under section 4999 of the Code, or any similar federal or state law successor thereto, (an "Excise Tax"), the Company shall pay to the Executive an additional amount (the "Make Whole-Make- Whole Amount") which is intended to make the Executive whole for such Excise Tax, other than the portion thereof that is attributable solely to equity-based compensation. The Make-Whole Amount shall be equal to (x) minus (y) where (x) is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause clauses (i) and clause (ii) and this clause (iii). Such Make Whole, and (y) is the amount that would be determined under such clauses (i), (ii), and (iii) if the only parachute payments received by the Executive were equity-Amount will based Payments, including but not be paid limited to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Taxaccelerated vesting of stock options, but less than 10 percent greater than the maximum amountshares of restricted stock, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Taxor any other equity based award. a. (a) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. (b) All calculations under this paragraph 7 Section 10 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his the Executive's tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (c) If the Executive gives written notice to the Company of any objection to the results of the Company's calculations within 60 days of the Executive's receipt of written notice thereof, the dispute shall be referred for determination to independent tax counsel selected by the independent auditors of Company and reasonably acceptable to the Company Executive ("Tax Counsel"). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 Section 10 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (d) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (e) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 7Section 10, the Executive agrees to contest the claim, claim with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Section 10 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Section 10 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his the Executive's right to a payment under this paragraph 7 Section 10 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7Section 10. Provided that the Executive is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (f) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Whole Amount to the Executive in a manner consistent with this paragraph 7 Section 10 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if If any payment or benefit to which the Executive (or any person on account of the Executive) is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's termination of employment (a "Payment") is subject to any tax under constitutes a "parachute payment" within the meaning of section 4999 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and as a result thereof the Executive is subject to a tax under section 4999 of the Code, or any similar federal or state law successor thereto, (an "Excise Tax"), the Company shall pay to the Executive an additional amount (the "Make WholeMake-Whole Amount") which is intended to make the Executive whole for such Excise Tax, other than the portion thereof that is attributable solely to equity-based compensation. The Make-Whole Amount shall be equal to (x) minus (y) where (x) is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause clauses (i) and clause (ii) and this clause (iii). Such Make Whole, and (y) is the amount that would be determined under such clauses (i), (ii), and (iii) if the only parachute payments received by the Executive were equity-Amount will based Payments, including but not be paid limited to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Taxaccelerated vesting of stock options, but less than 10 percent greater than the maximum amountshares of restricted stock, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Taxor any other equity based award. a. (a) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. (b) All calculations under this paragraph 7 Section 5 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his the Executive's tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (c) If the Executive gives written notice to the Company of any objection to the results of the Company's calculations within 60 days of the Executive's receipt of written notice thereof, the dispute shall be referred for determination to independent tax counsel selected by the independent auditors of Company and reasonably acceptable to the Company Executive ("Tax Counsel"). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 Section 5 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (d) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (e) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 7Section 5, the Executive agrees to contest the claim, claim with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Section 5 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; providedPROVIDED, howeverHOWEVER, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Section 5 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; providedPROVIDED, howeverHOWEVER, that the Executive may take any such action if the Executive waives in writing his the Executive's right to a payment under this paragraph 7 Section 5 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7Section 5. Provided that the Executive is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (f) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Whole Amount to the Executive in a manner consistent with this paragraph 7 Section 5 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject to the last following three sentences of this paragraph 7sentences, if any payment or benefit to which the Executive is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's ’s termination of employment (a "“Payment"”) is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "“Code"”), or any similar federal or state law (an "“Excise Tax"”), the Company shall pay to the Executive an additional amount (the "“Make Whole-Amount"”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which that are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 ten (10) percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments Payment shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph Paragraph 6 above and/or the outplacement services provided in paragraph 8 Paragraph 10 below, at the Executive's ’s election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. All calculations under this paragraph 7 Paragraph 9 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. If the Executive gives written notice to the Company of any objection to the results of the Company's ’s calculations within 60 sixty (60) days of the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("“Tax Counsel"”). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it the Company in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 Paragraph 9 (together with interest thereon at a rate equal to 120% of the Federal short-term rate compounded daily determined under section 1274(d) of the Code) promptly after such determination. d. The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 7, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7. Provided that the Executive is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. The following shall apply with respect to amounts payable to or on behalf of the Executive relating to any Change in Control that occurs after the Effective Date: (a) Subject to the last three sentences following provisions of this paragraph 730, if any payment or benefit to which the Executive is entitledentitled from the Company, whether under this Agreement any affiliate, or otherwise, in connection with a Change in Control trusts established by the Company or the Executive's termination of employment by any affiliate (a "“Payment"”) is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "“Excise Tax"”), the Company shall pay to the Executive an additional amount (the "Make Whole“Make-Whole Amount"”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make WholeNotwithstanding the foregoing provisions of this subparagraph 30(a), if it shall be determined that the Executive is entitled to a Make-Whole Amount, but that the Executive, after taking into account the Payments and the Make-Whole Amount, would not receive a net after-tax benefit (taking into account both income taxes and any Excise Tax) which is at least ten percent (10%) greater than the net after-tax proceeds to the Executive resulting from an elimination of the Make-Whole Amount will not and a reduction of the Payments, in the aggregate, to an amount (the “Reduced Amount”) that is one dollar less than the smallest amount that would give rise to any Excise Tax, then no Make-Whole Amount shall be paid to the Executive if and the Payment is less than 10 percent above Payments, in the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's electionaggregate, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise TaxReduced Amount. a. (b) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with within 60 days following the Payment with respect to which such Excise Tax relates. b. (c) All calculations under this paragraph 7 30 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (aparagraph 30(b) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (d) If the Executive gives written notice to the Company of any objection to the results of the Company's ’s calculations within 60 days of the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("“Tax Counsel"”). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 30 (together with interest thereon at a rate equal to 120% of the Federal short-term applicable federal rate determined under section 1274(d) of the Code) promptly after such determination, but in no event later than the end of the calendar year next following the calendar year in which the applicable tax is remitted to the Tax Authority, as defined in paragraph 30(e) hereof. d. (e) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "“Tax Authority"”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (f) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 730, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, claim on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 30 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 30 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 30 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 730. Provided that the Executive is in compliance with the provisions of this sectionclause 30(f)(ii), the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' attorney’s fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (iii) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 30 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if If any payment or benefit to which the Executive is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's ’s termination of employment (a "“Payment"”) is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "“Code"”), or any similar federal or state law (an "“Excise Tax"”), the Company shall pay to the Executive an additional amount (the "“Make Whole-Amount"”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which that are imposed in connection connections with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Notwithstanding any other provisions of this Agreement, however, such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 ten (10) percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In ; and in such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 10 below, at the Executive's ’s election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. All calculations under this paragraph 7 9 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. If the Executive gives written notice to the Company of any objection to the results of the Company's ’s calculations within 60 sixty (60) days of the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("“Tax Counsel"”). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it the Company in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 9 (together with interest thereon at a rate equal to 120% of the Federal short-term rate compounded daily determined under section 1274(d) of the Code) promptly after such determination. d. The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "“Tax Authority"”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 79, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, on request of the Company Company, subject to the following conditions: (i1) The Executive shall notify the Company of any such claim within 10 ten (10) days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 thirty (30) days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the thirty (30-) day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 9 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii2) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 9 determined as if such advance were an Excise Tax. If directed by the Company in writing writing, the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his or her right to a payment under this paragraph 7 9 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 79. Provided that the Executive is in compliance with the provisions of this sectionparagraph, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' ’ fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive Executive, within 30 ten (10) days after each written request therefore therefor by the Executive Executive, cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Whole Amount to the Executive in a manner consistent with this paragraph 7 9 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 thirty (30) days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject (i) Notwithstanding any provisions to the last three sentences of contrary in this paragraph 7Agreement, if any payment made pursuant to this Article Seven which is in the nature of compensation payable to the Employee by Capsure (or benefit to which the Executive is entitled, whether any subsidiary thereof) under this Agreement or otherwise, in connection with a Change in Control or the Executive's termination of employment otherwise (a "Payment") is subject to any tax would, if paid, constitute a "parachute payment" under section 4999 Section 280G of the Internal Revenue Code of 1986, as amended ("the "Code")) or is subject to any tax under Section 4999 of the Code, or any similar federal federal, state, local, or state law other law, (an "Excise Tax"), then the Company shall pay to the Executive Employee an additional amount (the "Make WholeMake-Whole Amount") which which, after payment of all income, payroll, and excise taxes thereon is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. For purposes of determining the Make-Whole Amount, the Executive Employee shall be deemed to be taxed at the highest marginal rate under all applicable local, state, and federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the receipt by the Employee of the Payment with respect to which such Excise Tax relates. b. (ii) All calculations under this paragraph 7 Section 7(F)(i) shall be made initially by the Company Capsure and the Company Capsure shall provide prompt written notice thereof to the Executive Employee to enable the Executive Employee to timely file all applicable tax returns. Upon request of the ExecutiveEmployee, the Company Capsure shall provide the Executive Employee with sufficient tax and compensation data to enable the Executive Employee or his her tax advisor to independently make the calculations described in subparagraph (aSection 7(F)(i) above and the Company Capsure shall reimburse the Executive Employee for reasonable fees and expenses incurred for any such verification. c. . If the Executive Employee gives written notice to the Company Capsure of any objection to the results of the CompanyCapsure's calculations within 60 days of the ExecutiveEmployee's receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company Capsure ("Tax Counsel"). The Company Capsure shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company Capsure shall pay the Executive Employee the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive Employee owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. If a Taxing Authority makes a claim against . At the Executive which, if successful, would require the Company to make a payment under this paragraph 7request of Capsure, the Executive agrees Employee shall take all reasonable steps to contest the claim, appeal any adverse determination by a Tax Authority with counsel reasonably satisfactory respect to any Excise Tax; provided that Capsure advances to the CompanyEmployee all reasonable legal fees, on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedingscosts, and the legal basis for contesting the claimother expenses incurred in such appeal. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7. Provided that the Executive is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company Capsure shall pay an additional Make-Up Whole Amount to the Executive Employee in a manner consistent with this paragraph 7 Section 7(F) with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company Capsure or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive Employee shall repay such excess to the Company Capsure within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive Employee on such excess which is not offset by the tax benefit attributable to resulting from the repaymentreduced Excess Tax.

Make-Whole Payments. The following shall apply with respect to amounts payable to or on behalf of the Executive relating to any Change in Control that occurs after the Effective Date: (a) Subject to the last three sentences following provisions of this paragraph 729, if any payment or benefit to which the Executive is entitledentitled from the Company, whether under this Agreement any affiliate, or otherwise, in connection with a Change in Control trusts established by the Company or the Executive's termination of employment by any affiliate (a "“Payment"”) is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "“Excise Tax"”), the Company shall pay to the Executive an additional amount (the "Make Whole“Make-Whole Amount"”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make WholeNotwithstanding the foregoing provisions of this subparagraph 29(a), if it shall be determined that the Executive is entitled to a Make-Whole Amount, but that the Executive, after taking into account the Payments and the Make-Whole Amount, would not receive a net after-tax benefit (taking into account both income taxes and any Excise Tax) which is at least ten percent (10%) greater than the net after-tax proceeds to the Executive resulting from an elimination of the Make-Whole Amount will not and a reduction of the Payments, in the aggregate, to an amount (the “Reduced Amount”) that is one dollar less than the smallest amount that would give rise to any Excise Tax, then no Make-Whole Amount shall be paid to the Executive if and the Payment is less than 10 percent above Payments, in the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's electionaggregate, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise TaxReduced Amount. a. (b) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with within 90 days following the Payment with respect to which such Excise Tax relates. b. (c) All calculations under this paragraph 7 29 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (aparagraph 29(b) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (d) If the Executive gives written notice to the Company of any objection to the results of the Company's ’s calculations within 60 days of the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("“Tax Counsel"”). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 29 (together with interest thereon at a rate equal to 120% of the Federal short-term applicable federal rate determined under section 1274(d) of the Code) promptly after such determination, but in no event later than the end of the calendar year next following the calendar year in which the applicable tax is remitted to the Tax Authority, as defined in paragraph 29(e) hereof. d. (e) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "“Tax Authority"”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (f) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 729, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, claim on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 29 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 29 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 29 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 729. Provided that the Executive is in compliance with the provisions of this sectionsubparagraph 29(f)(ii), the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' attorney’s fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (iii) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 29 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.. IN WITNESS THEREOF, the Executive has hereunto set his hand, and the Company has caused these presents to be executed in its name and on its behalf, all as of the Effective Date. PROLOGIS By: /s/ S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Lead Outside Director By: /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Chair, Management Development and Compensation Committee /s/ J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ THIS AGREEMENT, dated as of the 14th day of March 2008 (the “Effective Date”), by and between J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Participant”) and ProLogis;

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if If any payment or benefit to which the Executive is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's termination of employment (a "Payment") is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "Excise Tax"), the Company shall pay to the Executive an additional amount (the "Make WholeMake-Whole Amount") which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make WholeMake-Whole Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. All calculations under this paragraph 7 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. If the Executive gives written notice to the Company of any objection to the results of the Company's calculations within 60 days of the Executive's receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("Tax Counsel"). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 7, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax -------- ------- shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that -------- ------- the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7. Provided that the Executive is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if If any payment or benefit from the Company, GE Capital or any of their respective affiliates to which the Executive is you are entitled, whether under this Agreement or otherwise, in connection with a Change in Control or including, without limitation, under the Executive's termination of employment Non-Competition Letter Agreement, (a "Payment") is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "Excise Tax"), the Company shall pay to the Executive you an additional amount (the "Make Whole-Amount") which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive you under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (a) For purposes of determining the Make-Whole Amount, the Executive you shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. (b) All calculations under this paragraph 7 shall be made initially by the Company and a nd the Company shall provide prompt written notice thereof to the Executive you to enable the Executive you to timely file all applicable tax returns. Upon request of the Executiveyour request, the Company shall provide the Executive you with sufficient tax and compensation data to enable the Executive you or his your tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive you for reasonable fees and expenses incurred for any such verification. c. (c) If the Executive gives you give written notice to the Company of any objection to the results of the Company's calculations within 60 days of the Executive's your receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("Tax CounselAdviser"). The Company shall pay all reasonable fees and expenses of such Tax CounselAdviser. Pending such determination by the Tax CounselAdviser, the Company shall pay the Executive you the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive you any additional amount determined by the Tax Counsel Adviser to be due under this paragraph 7 (together with interest thereon at a rate equal to 120l20% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (d) The determination by the Tax Counsel Adviser shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes you owe a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (e) If a Taxing Authority makes a claim against the Executive you which, if successful, would require the Company to make a payment under this paragraph 7paragraph, the Executive agrees you agree to contest the claim, with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive You shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive you or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to that you contest the claim. The Executive You shall not make any payment of any tax which is the subject of the claim before the Executive has you have given the notice or during the 30-day period thereafter unless the Executive receives you receive written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive you will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive you will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive you to pay the tax shall be accompanied by an advance from the Company to the Executive you of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were subject to an Excise Tax. If directed by the Company in writing the Executive you will take all action necessary to compromise or settle the claim, but in no event will the Executive you compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive you may take any such action if the Executive waives you waive in writing his your right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees You agree to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive you shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7paragraph. Provided that the Executive is you are in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive you against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive you within 30 days after each written request therefore therefor by the Executive you of cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive you as a result of contesting the claim. f. (e) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Whole Amount to the Executive you in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive you shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive you on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. The following shall apply with respect to amounts to or on behalf of the Executive: (a) Subject to the last three sentences following provisions of this paragraph 7, if any payment or benefit to which the Executive is entitledentitled from the Trust, whether under this Agreement any affiliate, or otherwise, in connection with a Change in Control trusts established by the Trust or the Executive's termination of employment by any affiliate (a "“Payment"”) is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "“Code"”), or any similar federal or state law (an "“Excise Tax"”), the Company Trust shall pay to the Executive an additional amount (the "“Make Whole-Amount"”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (b) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company Trust coincident with the Payment with respect to which such Excise Tax relates. b. (c) All calculations under this paragraph 7 shall be made initially by the Company Trust and the Company Trust shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company Trust shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph paragraph (ab) above and the Company Trust shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (d) If the Executive gives written notice to the Company Trust of any objection to the results of the Company's Trust’s calculations within 60 days of the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company Trust ("“Tax Counsel"”). The Company Trust shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company Trust shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company Trust shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (e) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "“Tax Authority"”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (f) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company Trust to make a payment under this paragraph 7, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, claim on request of the Company Trust subject to the following conditions: (i) The Executive shall notify the Company Trust of any such claim within 10 days of becoming aware thereof. In the event that the Company Trust desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company Trust to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company Trust so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the CompanyTrust; provided, however, that any request by the Company Trust for the Executive to pay the tax shall be accompanied by an advance from the Company Trust to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax. If directed by the Company Trust in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the CompanyTrust; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company Trust in contesting the claim and to comply with any reasonable request from the Company Trust concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the CompanyTrust, the Executive shall take appropriate appeals of any judgment or decision that would require the Company Trust to make a payment under this paragraph 7. Provided that the Executive is in compliance with the provisions of this sectionparagraph (ii), the Company Trust shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' ’ fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (iii) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company Trust shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company Trust or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company Trust within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject If any amount payable to the last three sentences of this paragraph 7, if Executive by the Company or any payment subsidiary or benefit to which the Executive is entitledaffiliate thereof, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's termination of employment otherwise (a "Payment") ), is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "Excise Tax"), the Company shall pay to the Executive an additional amount (the "Make Whole-Amount") which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (a) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident conincident with the Payment with respect to which such Excise Tax relates. b. (b) All calculations under this paragraph 7 8 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (c) If the Executive gives written notice to the Company of any objection to the results of the Company's calculations within 60 days of the Executive's receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("Tax Counsel"). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 8 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (d) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (e) If a Taxing Authority makes make a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 78, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, claim on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 8 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 8 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 8 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 78. Provided that the Executive is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (f) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 8 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject to the last following three sentences of this paragraph 7sentences, if any ------------------- payment or benefit to which the Executive is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's termination of employment (a "Payment") is subject to any tax under ------- section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or ---- any similar federal or state law (an "Excise Tax"), the Company Trust shall pay to the ---------- Executive an additional amount (the "Make Whole-Amount") which is equal to (i) ----------------- the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which that are imposed in connection connections with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 ten (10) percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments Payment shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph Paragraph 6 above and/or the outplacement services provided in paragraph 8 Paragraph 10 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company Trust coincident with the Payment with respect to which such Excise Tax relates. b. All calculations under this paragraph 7 Paragraph 9 shall be made initially by the Company Trust and the Company Trust shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company Trust shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a) above and the Company Trust shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. If the Executive gives written notice to the Company Trust of any objection to the results of the CompanyTrust's calculations within 60 sixty (60) days of the Executive's receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company Trust ("Tax Counsel"). The Company Trust shall pay all reasonable fees and expenses of ----------- such Tax Counsel. Pending such determination by Tax Counsel, the Company Trust shall pay the Executive the Make-Whole Amount as determined by it the Trust in good faith. The Company Trust shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 Paragraph 9 (together with interest thereon at a rate equal to 120% of the Federal short-term rate compounded daily determined under section 1274(d) of the Code) promptly after such determination. d. The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax --- Authority") determines that the Executive owes a greater or lesser amount of --------- Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company Trust to make a payment under this paragraph 7Paragraph 9, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the CompanyTrust, on request of the Company Trust, subject to the following conditions: (i1) The Executive shall notify the Company Trust of any such claim within 10 ten (10) days of becoming aware thereof. In the event that the Company Trust desires the claim to be contested, it shall promptly (but in no event more than 30 thirty (30) days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the thirty (30-) day period thereafter unless the Executive receives written instructions from the Company Trust to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Paragraph 9 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii2) If the Company Trust so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the CompanyTrust; provided, however, that any request by the Company Trust for the Executive to pay the tax shall be accompanied by an advance from the Company Trust to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Paragraph 9 determined as if such advance were an Excise Tax. If directed by the Company Trust in writing writing, the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the CompanyTrust; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 Paragraph 9 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company Trust in contesting the claim and to comply with any reasonable request from the Company Trust concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the CompanyTrust, the Executive shall take appropriate appeals of any judgment or decision that would require the Company Trust to make a payment under this paragraph 7Paragraph 9. Provided that the Executive is in compliance with the provisions of this sectionparagraph, the Company Trust shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive Executive, within 30 ten (10) days after each written request therefore therefor by the Executive Executive, cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company Trust shall pay an additional Make-Up Whole Amount to the Executive in a manner consistent with this paragraph 7 Paragraph 9 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company Trust or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company Trust within 30 thirty (30) days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. The following shall apply with respect to amounts to or on behalf of the Executive: (a) Subject to the last three sentences following provisions of this paragraph 7, if any payment or benefit to which the Executive is entitledentitled from the Trust, whether under this Agreement any affiliate, or otherwise, in connection with a Change in Control trusts established by the Trust or the Executive's termination of employment by any affiliate (a "“Payment"”) is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "“Code"”), or any similar federal or state law (an "“Excise Tax"”), the Company Trust shall pay to the Executive an additional amount (the "“Make Whole-Amount"”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (b) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company Trust coincident with the Payment with respect to which such Excise Tax relates. b. (c) All calculations under this paragraph 7 shall be made initially by the Company Trust and the Company Trust shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company Trust shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph paragraph (ab) above and the Company Trust shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (d) If the Executive gives written notice to the Company Trust of any objection to the results of the Company's Trust’s calculations within 60 days of the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company Trust ("“Tax Counsel"”). The Company Trust shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company Trust shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company Trust shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (e) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "“Tax Authority"”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (f) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company Trust to make a payment under this paragraph 7, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, claim on request of the Company Trust subject to the following conditions: (i) The Executive shall notify the Company Trust of any such claim within 10 days of becoming aware thereof. In the event that the Company Trust desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company Trust to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company Trust so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the CompanyTrust; provided, however, that any request by the Company Trust for the Executive to pay the tax shall be accompanied by an advance from the Company Trust to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax. If directed by the Company Trust in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the CompanyTrust; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company Trust in contesting the claim and to comply with any reasonable request from the Company Trust concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the CompanyTrust, the Executive shall take appropriate appeals of any judgment or decision that would require the Company Trust to make a payment under this paragraph 7. Provided that the Executive is in compliance with the provisions of this sectionparagraph (ii), the Company Trust shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' ’ fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (iii) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company Trust shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company Trust or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company Trust within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment. (g) Notwithstanding the foregoing provisions of this paragraph 7: (i) If (I) any Payments otherwise due to or on behalf of the Executive (determined without regard to paragraph 7(a)) are subject to an Excise Tax, and (II) a reduction in such Payments otherwise subject to the Excise Tax to an amount that is not less than 90% of the Value of the Payments otherwise subject to the Excise Tax would result in no Excise Tax being imposed with respect to any Payments, then: (A) the Payments to which the Executive is or will become entitled under this Agreement or otherwise from the Trust shall be reduced to the extent required to avoid incurring the Excise Tax; and (B) no payments shall be made to the Executive under paragraph 7(a) The “Value” of the Payments described in clause (II) above shall be determined by the Trust in good faith as of the date on which the applicable change in control is deemed to occur for purposes of section 280G of the Code. (ii) If reductions are required in the Executive’s Payments in accordance with paragraph (i) above, the Executive shall be entitled to select the order in which payments and benefits are to be reduced. Upon request of the Executive, the Trust shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in paragraph (i) above and the Trust shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. (iii) If the Executive gives written notice to the Trust of any objection to the results of the Trust’s calculations under this paragraph (g) within 60 days of the Executive’s receipt of written notice thereof, the dispute shall be referred for determination to Tax Counsel. The Trust shall pay all fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the determination by the Trust shall be binding on all parties. If the Tax Counsel determines that this paragraph (g), and the reductions described in this paragraph (g), are inapplicable, the Trust shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination.

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if If any payment or benefit to which the Executive General Counsel (or any person on account of the General Counsel) is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the ExecutiveGeneral Counsel's termination of employment engagement (a "Payment") is subject to any tax under constitutes a "parachute payment" within the meaning of section 4999 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and as a result thereof the General Counsel is subject to a tax under section 4999 of the Code, or any similar federal or state law successor thereto, (an "Excise Tax"), the Company shall pay to the Executive General Counsel an additional amount (the "Make WholeMake-Whole Amount") which is intended to make the General Counsel whole for such Excise Tax. The Make-Whole Amount shall be equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive General Counsel under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause clauses (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (a) For purposes of determining the Make-Whole Amount, the Executive General Counsel shall be deemed to be taxed at the highest marginal rate under all 199:applicable local, state, federal and foreign income inc ome tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. (b) All calculations under this paragraph 7 Section 5 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive General Counsel to enable the Executive General Counsel to timely file all applicable tax returns. Upon request of the ExecutiveGeneral Counsel, the Company shall provide the Executive General Counsel with sufficient tax and compensation data to enable the Executive General Counsel or his the General Counsel's tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive General Counsel for reasonable fees and expenses incurred for any such verification. c. (c) If the Executive General Counsel gives written notice to the Company of any objection to the results of the Company's calculations within 60 days of the ExecutiveGeneral Counsel's receipt of written notice thereof, the dispute shall be referred for determination to independent tax counsel selected by the independent auditors of Company and reasonably acceptable to the Company General Counsel ("Tax Counsel"). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive General Counsel the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive General Counsel any additional amount determined by Tax Counsel to be due under this paragraph 7 Section 5 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (d) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive General Counsel owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (e) If a Taxing Authority makes a claim against the Executive General Counsel which, if successful, would require the Company to make a payment under this paragraph 7Section 5, the Executive General Counsel agrees to contest the claim, claim with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive General Counsel shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive General Counsel or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive General Counsel to contest the claim. The Executive General Counsel shall not make any payment of any tax which is the subject of the claim before the Executive General Counsel has given the notice or during the 30-day period thereafter unless the Executive General Counsel receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Section 5 determined as if such advance were an Excise Tax, in which case the Executive General Counsel will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive General Counsel will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; providedPROVIDED, howeverHOWEVER, that any request by the Company for the Executive General Counsel to pay the tax shall be accompanied by an advance from the Company to the Executive General Counsel of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Section 5 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive General Counsel will take all action necessary to compromise or settle the claim, but in no event will the Executive General Counsel compromise or settle the claim or cease to contest the claim without the written consent of the Company; providedPROVIDED, howeverHOWEVER, that the Executive General Counsel may take any such action if the Executive General Counsel waives in writing his the General Counsel's right to a payment under this paragraph 7 Section 5 for any amounts payable in connection with such claim. The Executive General Counsel agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive General Counsel shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7Section 5. Provided that the Executive General Counsel is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive General Counsel against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive General Counsel within 30 days after each written request therefore therefor by the Executive General Counsel cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive General Counsel as a result of contesting the claim. f. (f) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Whole Amount to the Executive General Counsel in a manner consistent with this paragraph 7 Section 5 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive General Counsel shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive General Counsel on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if If any payment or benefit from the Company, GE Capital or any of their respective affiliates to which the Executive is you are entitled, whether under this Agreement or otherwise, in connection with a Change in Control or including, without limitation, under the Executive's termination of employment Non-Competition Letter Agreement, (a "Payment") is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "Excise Tax"), the Company shall pay to the Executive you an additional amount (the "Make Whole-Amount") which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive you under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (a) For purposes of determining the Make-Whole Amount, the Executive you shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. (b) All calculations under this paragraph 7 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive you to enable the Executive you to timely file all applicable tax returns. Upon request of the Executiveyour request, the Company shall provide the Executive you with sufficient tax and compensation data to enable the Executive you or his your tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive you for reasonable fees and expenses incurred for any such verification. c. (c) If the Executive gives you give written notice to the Company of any objection to the results of the Company's calculations within 60 days of the Executive's your receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("Tax CounselAdviser"). The Company shall pay all reasonable fees and expenses of such Tax CounselAdviser. Pending such determination by the Tax CounselAdviser, the Company shall pay the Executive you the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive you any additional amount determined by the Tax Counsel Adviser to be due under this paragraph 7 (together with interest thereon at a rate equal to 120l20% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (d) The determination by the Tax Counsel Adviser shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes you owe a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (e) If a Taxing Authority makes a claim against the Executive you which, if successful, would require the Company to make a payment under this paragraph 7paragraph, the Executive agrees you agree to contest the claim, with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive You shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive you or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to that you contest the claim. The Executive You shall not make any payment of any tax which is the subject of the claim before the Executive has you have given the notice or during the 30-day period thereafter unless the Executive receives you receive written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive you will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive you will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive you to pay the tax shall be accompanied by an advance from the Company to the Executive you of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were subject to an Excise Tax. If directed by the Company in writing the Executive you will take all action necessary to compromise or settle the claim, but in no event will the Executive you compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive you may take any such action if the Executive waives you waive in writing his your right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees You agree to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive you shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7paragraph. Provided that the Executive is you are in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive you against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive you within 30 days after each written request therefore therefor by the Executive you of cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive you as a result of contesting the claim. f. (e) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Whole Amount to the Executive you in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive you shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive you on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. The following shall apply with respect to amounts to or on behalf of the Executive: (a) Subject to the last three sentences following provisions of this paragraph 7, if any payment or benefit to which the Executive is entitledentitled from the Trust, whether under this Agreement any affiliate, or otherwise, in connection with a Change in Control trusts established by the Trust or the Executive's termination of employment by any affiliate (a "Payment") is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "Excise Tax"), the Company Trust shall pay to the Executive an additional amount (the "Make Whole-Amount") which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (b) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company Trust coincident with the Payment with respect to which such Excise Tax relates. b. (c) All calculations under this paragraph 7 shall be made initially by the Company Trust and the Company Trust shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company Trust shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph paragraph (ab) above and the Company Trust shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (d) If the Executive gives written notice to the Company Trust of any objection to the results of the CompanyTrust's calculations within 60 days of the Executive's receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company Trust ("Tax Counsel"). The Company Trust shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company Trust shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company Trust shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (e) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (f) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company Trust to make a payment under this paragraph 7, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, claim on request of the Company Trust subject to the following conditions: (i) The Executive shall notify the Company Trust of any such claim within 10 days of becoming aware thereof. In the event that the Company Trust desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company Trust to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company Trust so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the CompanyTrust; provided, however, that any request by the Company Trust for the Executive to pay the tax shall be accompanied by an advance from the Company Trust to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax. If directed by the Company Trust in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the CompanyTrust; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company Trust in contesting the claim and to comply with any reasonable request from the Company Trust concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the CompanyTrust, the Executive shall take appropriate appeals of any judgment or decision that would require the Company Trust to make a payment under this paragraph 7. Provided that the Executive is in compliance with the provisions of this sectionparagraph (ii), the Company Trust shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (iii) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company Trust shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company Trust or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company Trust within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment. (g) Notwithstanding the foregoing provisions of this paragraph 7: (i) If (I) any Payments otherwise due to or on behalf of the Executive (determined without regard to paragraph 7(a)) are subject to an Excise Tax, and (II) a reduction in such Payments otherwise subject to the Excise Tax to an amount that is not less than 90% of the Value of the Payments otherwise subject to the Excise Tax would result in no Excise Tax being imposed with respect to any Payments, then: (A) the Payments to which the Executive is or will become entitled under this Agreement or otherwise from the Trust shall be reduced to the extent required to avoid incurring the Excise Tax; and (B) no payments shall be made to the Executive under paragraph 7(a). The "Value" of the Payments described in clause (II) above shall be determined by the Trust in good faith as of the date on which the applicable change in control is deemed to occur for purposes of section 280G of the Code. (ii) If reductions are required in the Executive's Payments in accordance with paragraph (i) above, the Executive shall be entitled to select the order in which payments and benefits are to be reduced. Upon request of the Executive, the Trust shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in paragraph (i) above and the Trust shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. (iii) If the Executive gives written notice to the Trust of any objection to the results of the Trust's calculations under this paragraph (g) within 60 days of the Executive's receipt of written notice thereof, the dispute shall be referred for determination to Tax Counsel. The Trust shall pay all fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the determination by the Trust shall be binding on all parties. If the Tax Counsel determines that this paragraph (g), and the reductions described in this paragraph (g), are inapplicable, the Trust shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination.

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if If any payment or benefit to which the Executive is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's termination of employment ’s Termination (a "“Payment"”) is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "“Code"”), or any similar federal or state law (an "“Excise Tax"”), the Company shall pay to the Executive an additional amount (the "Make Whole“Make-Whole Amount"”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which that are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federalfederal, state or local government or taxing authority by reason of the payments required under clause (i) and ), clause (ii) and this clause (iii). Such Make WholeNotwithstanding any other provisions of this Agreement, however, such Make-Whole Amount will not be paid to the Executive if the Payment is less than 10 ten (10) percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In ; and in such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 10 below, at the Executive's ’s election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. All calculations under this paragraph 7 9 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. If the Executive gives written notice to the Company of any objection to the results of the Company's ’s calculations within 60 sixty (60) days of the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("“Tax Counsel"”). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it the Company in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 9 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined compounded dailydetermined under section 1274(d) of the Code) promptly after such determination. d. The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "“Tax Authority"”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. If a Taxing Tax Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 79, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, on request of the Company Company, subject to the following conditions: (i1) The Executive shall notify the Company of any such claim within 10 ten (10) days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 thirty (30) days after the notice from the Executive Executive, or such shorter time as the Taxing Tax Authority may specify for responding to such claim) request that the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice notice, or during the thirty (30-) day period thereafter thereafter, unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment payment, plus any amounts payable under this paragraph 7 9 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii2) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court court, or by contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment payment, plus any amounts payable under this paragraph 7 9 determined as if such advance were an Excise Tax. If directed by the Company in writing writing, the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 9 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 79. Provided that the Executive is in compliance with the provisions of this sectionparagraph, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' ’ fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive Executive, within 30 ten (10) days after each written request therefore therefor by the Executive Executive, cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Whole Amount to the Executive in a manner consistent with this paragraph 7 9 with respect to any additional Excise Tax and any assessed interest, fines, fines or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 thirty (30) days of such determination; , provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject to the last following three sentences of this paragraph 7sentences, if any payment or benefit to which the Executive is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's ’s termination of employment (a "“Payment"”) is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "“Code"”), or any similar federal or state law (an "“Excise Tax"”), the Company shall pay to the Executive an additional amount (the "“Make Whole-Amount"”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which that are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 ten (10) percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments Payment shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph Paragraph 6 above and/or the outplacement services provided in paragraph 8 Paragraph 10 below, at the Executive's ’s election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. All calculations under this paragraph 7 Paragraph 9 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. If the Executive gives written notice to the Company of any objection to the results of the Company's ’s calculations within 60 sixty (60) days of the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("“Tax Counsel"”). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it the Company in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 Paragraph 9 (together with interest thereon at a rate equal to 120% of the Federal short-term rate compounded daily determined under section 1274(d) of the Code) promptly after such determination. d. The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "“Tax Authority"”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 7Paragraph 9, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, on request of the Company Company, subject to the following conditions: (i1) The Executive shall notify the Company of any such claim within 10 ten (10) days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 thirty (30) days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the thirty (30-) day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Paragraph 9 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii2) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Paragraph 9 determined as if such advance were an Excise Tax. If directed by the Company in writing writing, the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 Paragraph 9 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7Paragraph 9. Provided that the Executive is in compliance with the provisions of this sectionparagraph, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' ’ fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive Executive, within 30 ten (10) days after each written request therefore therefor by the Executive Executive, cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Whole Amount to the Executive in a manner consistent with this paragraph 7 Paragraph 9 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 thirty (30) days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. The following shall apply with respect to amounts to or on behalf of the Executive: (a) Subject to the last three sentences following provisions of this paragraph 7, if any payment or benefit to which the Executive is entitledentitled from the Trust, whether under this Agreement any affiliate, or otherwise, in connection with a Change in Control trusts established by the Trust or the Executive's termination of employment by any affiliate (a "“Payment"”) is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "“Code"”), or any similar federal or state law (an "“Excise Tax"”), the Company Trust shall pay to the Executive an additional amount (the "“Make Whole-Amount"”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (b) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company Trust coincident with the Payment with respect to which such Excise Tax relates. b. (c) All calculations under this paragraph 7 shall be made initially by the Company Trust and the Company Trust shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company Trust shall provide the Executive with sufficient tax and compensation data to enable the Executive or his her tax advisor to independently make the calculations described in subparagraph paragraph (ab) above and the Company Trust shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (d) If the Executive gives written notice to the Company Trust of any objection to the results of the Company's Trust’s calculations within 60 days of the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company Trust ("“Tax Counsel"”). The Company Trust shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company Trust shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company Trust shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (e) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "“Tax Authority"”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (f) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company Trust to make a payment under this paragraph 7, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, claim on request of the Company Trust subject to the following conditions: (i) The Executive shall notify the Company Trust of any such claim within 10 days of becoming aware thereof. In the event that the Company Trust desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company Trust to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company Trust so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the CompanyTrust; provided, however, that any request by the Company Trust for the Executive to pay the tax shall be accompanied by an advance from the Company Trust to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax. If directed by the Company Trust in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the CompanyTrust; provided, however, that the Executive may take any such action if the Executive waives in writing his her right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company Trust in contesting the claim and to comply with any reasonable request from the Company Trust concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the CompanyTrust, the Executive shall take appropriate appeals of any judgment or decision that would require the Company Trust to make a payment under this paragraph 7. Provided that the Executive is in compliance with the provisions of this sectionparagraph (ii), the Company Trust shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' ’ fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (iii) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company Trust shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company Trust or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company Trust within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment. (g) Notwithstanding the foregoing provisions of this paragraph 7: (i) If (I) any Payments otherwise due to or on behalf of the Executive (determined without regard to paragraph 7(a)) are subject to an Excise Tax, and (II) a reduction in such Payments otherwise subject to the Excise Tax to an amount that is not less than 90% of the Value of the Payments otherwise subject to the Excise Tax would result in no Excise Tax being imposed with respect to any Payments, then: (A) the Payments to which the Executive is or will become entitled under this Agreement or otherwise from the Trust shall be reduced to the extent required to avoid incurring the Excise Tax; and (B) no payments shall be made to the Executive under paragraph 7(a). The “Value” of the Payments described in clause (II) above shall be determined by the Trust in good faith as of the date on which the applicable change in control is deemed to occur for purposes of section 280G of the Code. (ii) If reductions are required in the Executive’s Payments in accordance with paragraph (i) above, the Executive shall be entitled to select the order in which payments and benefits are to be reduced. Upon request of the Executive, the Trust shall provide the Executive with sufficient tax and compensation data to enable the Executive or her tax advisor to independently make the calculations described in paragraph (i) above and the Trust shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. (iii) If the Executive gives written notice to the Trust of any objection to the results of the Trust’s calculations under this paragraph (g) within 60 days of the Executive’s receipt of written notice thereof, the dispute shall be referred for determination to Tax Counsel. The Trust shall pay all fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the determination by the Trust shall be binding on all parties. If the Tax Counsel determines that this paragraph (g), and the reductions described in this paragraph (g), are inapplicable, the Trust shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination.

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if If any payment or benefit from the Company, GE Capital or any of their respective affiliates to which the Executive is you are entitled, whether under this Agreement or otherwise, in connection with a Change in Control or including, without limitation, under the Executive's termination of employment Non-Competition Letter Agreement, (a "Payment") is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "Excise Tax"), the Company shall pay to the Executive you an additional amount (the "Make Whole-Amount") which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive you under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (a) For purposes of determining the Make-Whole Amount, the Executive you shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. (b) All calculations under this paragraph 7 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive you to enable the Executive you to timely file all applicable tax returns. Upon your request of the Executive, the Company shall provide the Executive you with sufficient tax and compensation data to enable the Executive you or his your tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive you for reasonable fees and expenses incurred for any such verification. c. (c) If the Executive gives you give written notice to the Company of any objection to the results of the Company's calculations within 60 days of the Executive's your receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("Tax CounselAdviser"). The Company shall pay all reasonable fees and expenses of such Tax CounselAdviser. Pending such determination by the Tax CounselAdviser, the Company shall pay the Executive you the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive you any additional amount determined by the Tax Counsel Adviser to be due under this paragraph 7 (together with interest thereon at a rate equal to 120l20% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (d) The determination by the Tax Counsel Adviser shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes you owe a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (e) If a Taxing Authority makes a claim against the Executive you which, if successful, would require the Company to make a payment under this paragraph 7paragraph, the Executive agrees you agree to contest the claim, with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive You shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive you or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to that you contest the claim. The Executive You shall not make any payment of any tax which is the subject of the claim before the Executive has you have given the notice or during the 30-day period thereafter unless the Executive receives you receive written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive you will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive you will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive you to pay the tax shall be accompanied by an advance from the Company to the Executive you of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were subject to an Excise Tax. If directed by the Company in writing the Executive you will take all action necessary to compromise or settle the claim, but in no event will the Executive you compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive you may take any such action if the Executive waives you waive in writing his your right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees You agree to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive you shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7paragraph. Provided that the Executive is you are in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive you against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive you within 30 days after each written request therefore therefor by the Executive you of cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive you as a result of contesting the claim. f. (e) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Whole Amount to the Executive you in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive you shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive you on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. The following shall apply with respect to amounts to or on behalf of the Executive: (a) Subject to the last three sentences following provisions of this paragraph 716, if any payment or benefit to which the Executive is entitledentitled from the Company, whether under this Agreement any affiliate, or otherwise, in connection with a Change in Control trusts established by the Company or the Executive's termination of employment by any affiliate (a "“Payment"”) is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "“Excise Tax"”), the Company shall pay to the Executive an additional amount (the "“Make Whole-Amount"”) which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i16(a)(i) and clause (ii16(a)(ii) and this clause (iii16(a)(iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (b) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with within 90 days following the Payment with respect to which such Excise Tax relatesrelates but in no event later than the end of the calendar year next following the calendar year in which the applicable tax is remitted to the Tax Authority (as defined in subparagraph 16(e)). b. (c) All calculations under this paragraph 7 16 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a16(b) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (d) If the Executive gives written notice to the Company of any objection to the results of the Company's ’s calculations within 60 days of after the Executive's ’s receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("“Tax Counsel"”). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 subparagraph 16(d) (together with interest thereon at a rate equal to 120% of the Federal short-term applicable Federal rate determined under section 1274(d) of the Code) promptly within 10 days after such determinationdetermination but in no event later than the end of the calendar year next following the calendar year in which the applicable related tax is remitted to the Tax Authority (as defined in subparagraph 16(e)). d. (e) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "“Tax Authority"”) determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (f) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 716, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, claim on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 16 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 16 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 16 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 716. Provided that the Executive is in compliance with the provisions of this sectionclause 16(f)(ii), the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' ’ fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (iii) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 16 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject to the last three sentences of this paragraph 7, if If any payment or benefit to which the Executive (or any person on account of the Executive) is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's termination of employment (a "Payment") is subject to any tax under constitutes a "parachute payment" within the meaning of section 4999 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and as a result thereof the Executive is subject to a tax under section 4999 of the Code, or any similar federal or state law successor thereto, (an "Excise Tax"), the Company shall pay to the Executive an additional amount (the "Make WholeMake-Whole Amount") which is intended to make the Executive whole for such Excise Tax. The Make-Whole Amount shall be equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause clauses (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (a) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. (b) All calculations under this paragraph 7 Section 5 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his the Executive's tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (c) If the Executive gives written notice to the Company of any objection to the results of the Company's calculations within 60 days of the Executive's receipt of written notice thereof, the dispute shall be referred for determination to independent tax counsel selected by the independent auditors of Company and reasonably acceptable to the Company Executive ("Tax Counsel"). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 Section 5 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (d) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (e) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 7Section 5, the Executive agrees to contest the claim, claim with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Section 5 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; providedPROVIDED, howeverHOWEVER, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 Section 5 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; providedPROVIDED, howeverHOWEVER, that the Executive may take any such action if the Executive waives in writing his the Executive's right to a payment under this paragraph 7 Section 5 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7Section 5. Provided that the Executive is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (f) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Whole Amount to the Executive in a manner consistent with this paragraph 7 Section 5 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. The following shall apply with respect to amounts to or on behalf of the Executive: (a) Subject to the last three sentences following provisions of this paragraph 7, if any payment or benefit to which the Executive is entitledentitled from the Trust, whether under this Agreement any affiliate, or otherwise, in connection with a Change in Control trusts established by the Trust or the Executive's termination of employment by any affiliate (a "Payment") is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "Excise Tax"), the Company Trust shall pay to the Executive an additional amount (the "Make Whole-Amount") which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. (b) For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company Trust coincident with the Payment with respect to which such Excise Tax relates. b. (c) All calculations under this paragraph 7 shall be made initially by the Company Trust and the Company Trust shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company Trust shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph paragraph (ab) above and the Company Trust shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. (d) If the Executive gives written notice to the Company Trust of any objection to the results of the CompanyTrust's calculations within 60 days of the Executive's receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company Trust ("Tax Counsel"). The Company Trust shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company Trust shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company Trust shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. (e) The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. (f) If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company Trust to make a payment under this paragraph 7, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, claim on request of the Company Trust subject to the following conditions: (i) The Executive shall notify the Company Trust of any such claim within 10 days of becoming aware thereof. In the event that the Company Trust desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company Trust to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company Trust so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the CompanyTrust; provided, however, that any request by the Company Trust for the Executive to pay the tax shall be accompanied by an advance from the Company Trust to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax. If directed by the Company Trust in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the CompanyTrust; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company Trust in contesting the claim and to comply with any reasonable request from the Company Trust concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the CompanyTrust, the Executive shall take appropriate appeals of any judgment or decision that would require the Company Trust to make a payment under this paragraph 7. Provided that the Executive is in compliance with the provisions of this sectionparagraph (ii), the Company Trust shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore therefor by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. (iii) Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company Trust shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company Trust or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company Trust within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.

Make-Whole Payments. Subject to the last three sentences of this ------------------- paragraph 7, if any payment or benefit to which the Executive is entitled, whether under this Agreement or otherwise, in connection with a Change in Control or the Executive's termination of employment (a "Payment") is subject to any tax under section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar federal or state law (an "Excise Tax"), the Company shall pay to the Executive an additional amount (the "Make Whole-Amount") which is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of any interest, penalties, fines or additions to any tax which are imposed in connection with the imposition of such Excise Tax, plus (iii) all income, excise and other applicable taxes imposed on the Executive under the laws of any Federal, state or local government or taxing authority by reason of the payments required under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount will not be paid to the Executive if the Payment is less than 10 percent above the maximum amount that may be paid without incurring Excise Tax. In the event that the Payment is greater than the maximum amount that may be paid without incurring Excise Tax, but less than 10 percent greater than the maximum amount, then the Payments shall be capped at the maximum amount that may be paid without incurring Excise Tax. In such event, the cash severance payments provided in paragraph 6 above and/or the outplacement services provided in paragraph 8 below, at the Executive's election, shall be reduced to a level that results in the total Payment being equal to the maximum amount that may be paid without incurring Excise Tax. a. For purposes of determining the Make-Whole Amount, the Executive shall be deemed to be taxed at the highest marginal rate under all applicable local, state, federal and foreign income tax laws for the year in which the Make-Whole Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax shall be paid by the Company coincident with the Payment with respect to which such Excise Tax relates. b. All calculations under this paragraph 7 shall be made initially by the Company and the Company shall provide prompt written notice thereof to the Executive to enable the Executive to timely file all applicable tax returns. Upon request of the Executive, the Company shall provide the Executive with sufficient tax and compensation data to enable the Executive or his tax advisor to independently make the calculations described in subparagraph (a) above and the Company shall reimburse the Executive for reasonable fees and expenses incurred for any such verification. c. If the Executive gives written notice to the Company of any objection to the results of the Company's calculations within 60 days of the Executive's receipt of written notice thereof, the dispute shall be referred for determination to tax counsel selected by the independent auditors of the Company ("Tax Counsel"). The Company shall pay all reasonable fees and expenses of such Tax Counsel. Pending such determination by Tax Counsel, the Company shall pay the Executive the Make-Whole Amount as determined by it in good faith. The Company shall pay the Executive any additional amount determined by Tax Counsel to be due under this paragraph 7 (together with interest thereon at a rate equal to 120% of the Federal short-term rate determined under section 1274(d) of the Code) promptly after such determination. d. The determination by Tax Counsel shall be conclusive and binding upon all parties unless the Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental body or agency (a "Tax Authority") determines that the Executive owes a greater or lesser amount of Excise Tax with respect to any Payment than the amount determined by Tax Counsel. e. If a Taxing Authority makes a claim against the Executive which, if successful, would require the Company to make a payment under this paragraph 7, the Executive agrees to contest the claim, with counsel reasonably satisfactory to the Company, on request of the Company subject to the following conditions: (i) The Executive shall notify the Company of any such claim within 10 days of becoming aware thereof. In the event that the Company desires the claim to be contested, it shall promptly (but in no event more than 30 days after the notice from the Executive or such shorter time as the Taxing Authority may specify for responding to such claim) request the Executive to contest the claim. The Executive shall not make any payment of any tax which is the subject of the claim before the Executive has given the notice or during the 30-day period thereafter unless the Executive receives written instructions from the Company to make such payment together with an advance of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax, in which case the Executive will act promptly in accordance with such instructions. (ii) If the Company so requests, the Executive will contest the claim by either paying the tax claimed and suing for a refund in the appropriate court or contesting the claim in the United States Tax Court or other appropriate court, as directed by the Company; provided, however, that any request by the Company for the Executive to pay the tax shall be accompanied by an advance from the Company to the Executive of funds sufficient to make the requested payment plus any amounts payable under this paragraph 7 determined as if such advance were an Excise Tax. If directed by the Company in writing the Executive will take all action necessary to compromise or settle the claim, but in no event will the Executive compromise or settle the claim or cease to contest the claim without the written consent of the Company; provided, however, that the Executive may take any such action if the Executive waives in writing his right to a payment under this paragraph 7 for any amounts payable in connection with such claim. The Executive agrees to cooperate in good faith with the Company in contesting the claim and to comply with any reasonable request from the Company concerning the contest of the claim, including the pursuit of administrative remedies, the appropriate forum for any judicial proceedings, and the legal basis for contesting the claim. Upon request of the Company, the Executive shall take appropriate appeals of any judgment or decision that would require the Company to make a payment under this paragraph 7. Provided that the Executive is in compliance with the provisions of this section, the Company shall be liable for and indemnify the Executive against any loss in connection with, and all costs and expenses, including attorneys' fees, which may be incurred as a result of, contesting the claim, and shall provide to the Executive within 30 days after each written request therefore by the Executive cash advances or reimbursement for all such costs and expenses actually incurred or reasonably expected to be incurred by the Executive as a result of contesting the claim. f. Should a Tax Authority finally determine that an additional Excise Tax is owed, then the Company shall pay an additional Make-Up Amount to the Executive in a manner consistent with this paragraph 7 with respect to any additional Excise Tax and any assessed interest, fines, or penalties. If any Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is finally determined by a Tax Authority to exceed the amount required to be paid under applicable law, then the Executive shall repay such excess to the Company within 30 days of such determination; provided that such repayment shall be reduced by the amount of any taxes paid by the Executive on such excess which is not offset by the tax benefit attributable to the repayment.